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Annual Meeting of Stockholders 2016

The Company’s Annual Meeting of Stockholders was held on June 29, 2016, at ROFIN’s corporate headquarters, 40984 Concept Drive, Plymouth, MI 48170 (USA), immediately following the conclusion of the Company’s Special Meeting of Stockholders which was held at 10:00 a.m., local time. A quorum was achieved by obtaining 23,728,320 shares (83.75%) of the total 28,332,903 shares entitled to vote.

VOTING RESULTS

 FOR

 AGAINST  ABSTAIN 

1. Election of three directors to serve for a term to expire in 2019 and until their respective successors have been duly elected or appointed, provided that if the merger with Coherent is completed, their term will expire at the effective time for the merger

 

  
01. Carl F. Baasel 81.24% 18.74% 0.02%
02. Daniel J. Smoke 87.64% 12.34% 0.02%
03. Gary K. Willis 95.38% 4.60% 0.02%

 

2Proposal to amend the Certificate of Incorporation to declassify the board of directors and provide for the annual election of directors ("Board Declassification Proposal")


 

 76.91%

 

 0.03%

 

 0.03%

3. Proposal to amend the Certificate of Incorporation to eliminate the supermajority voting requirements (“Supermajority Voting Eliminination Proposal”)

 

 76.89%

 0.05% 0.03%

4. Proposal to adopt the Certificate of Incorporation to enable certain stockholders to call special meetings ("Special Meeting Proposal")

 

 76.85% 0.09% 0.03%

5. Proposal to adopt the Certificate of Incorporation to enable stockholder action by written consent ("Stockholder Written Consent Proposal")

 

 72.71% 4.23% 0.03%

6. Ratification of the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2016 ("Auditor Ratification Proposal")

 

 97.03% 2.49% 0.03%

7. Non-binding advisory vote on Executive Compensation ("Compensation Proposal")

 

 96.82% 3.13% 0.05%

For the proposals 2 – 5, in conjunction with the proposed amendments to the certificate of incorporation, a percentage of 80% of total shares outstanding would have been necessary, therefore these proposals have not been approved.

For more information on the proposals voted on at the Special Meeting of Stockholders and the 2016 Annual Meeting of Stockholders, including the vote required for approval of each proposal and the treatment of abstentions and broker non-votes, please see the Company’s definitive proxy statements, each filed with the U.S. Securities and Exchange Commission on May 25, 2016.

A detailed vote report that has also been filed with the SEC can be found here.